DEF 14A: Koppers Holdings Inc. Announces 2025 Annual Meeting and Executive Compensation Details

Koppers Holdings Inc. will hold its 2025 Annual Meeting virtually on May 8, 2025, to elect directors, approve an incentive plan, and ratify the appointment of KPMG LLP as its independent auditor.

Summary

• Koppers Holdings Inc. is holding its 2025 Annual Meeting of Shareholders virtually on May 8, 2025.
• Shareholders will vote on the election of eight directors, approval of the Amended and Restated 2020 Long Term Incentive Plan, an advisory vote on executive compensation, and ratification of KPMG LLP as the independent auditor for fiscal year 2025.
• The board recommends voting for all director nominees and for Proposals 2, 3, and 4.
• Two current directors, Louis L. Testoni and Stephen R. Tritch, will retire from the board as of the annual meeting date.
• Following the annual meeting, the size of the board will be reduced to eight members.
• The board anticipates electing Leroy M. Ball, the current CEO, to serve as chair of the board, and has elected Albert J. Neupaver to serve as the lead independent director, effective immediately following the 2025 annual meeting on May 8, 2025.
• The company's executive compensation program is designed to align executive pay with company performance and shareholder interests.
• For 2024, the total direct compensation of the NEOs was heavily weighted towards variable, at-risk compensation that is tied to performance, with approximately 83 percent of our CEO's total pay at risk (approximately 71 percent being performance-based) and approximately 69 percent of our other NEOs average total pay at risk (approximately 49 percent being performance-based).

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, with a positive outlook on the company's ability to attract and retain talent through its compensation programs. The sentiment is neutral to slightly positive.

Positives

• The company's executive compensation program is designed to align executive pay with company performance and shareholder interests.
• The board anticipates electing Leroy M. Ball, the current CEO, to serve as chair of the board, and has elected Albert J. Neupaver to serve as the lead independent director, effective immediately following the 2025 annual meeting on May 8, 2025.
• For 2024, the total direct compensation of the NEOs was heavily weighted towards variable, at-risk compensation that is tied to performance, with approximately 83 percent of our CEO's total pay at risk (approximately 71 percent being performance-based) and approximately 69 percent of our other NEOs average total pay at risk (approximately 49 percent being performance-based).

Future Outlook

The company anticipates that if the Amended Plan is approved, the number of shares available for issuance will be sufficient to permit the grant of equity compensation awards to attract, retain and motivate employees and other eligible individuals for the next two to three years.

Industry Context

This announcement is typical for publicly traded companies as they prepare for their annual shareholder meetings, disclosing important information about governance, executive compensation, and company performance.

Comparison to Industry Standards

• The peer group for compensation benchmarking includes companies like Masonite International Corporation, PPG Industries, Inc., and H.B. Fuller Company.
• The revenue range for the peer group was $729 million to $3.910 billion.
• The company's approach to executive compensation, with a significant portion tied to performance, aligns with industry best practices.

Management Changes

Stakeholder Impact

• Shareholders will have the opportunity to vote on key governance matters.
• Employees may be affected by changes to the long-term incentive plan.
• Executive officers' compensation is subject to shareholder approval.

Next Steps

• Shareholders to vote on the proposals outlined in the proxy statement.
• The company to hold its Annual Meeting on May 8, 2025.
• The board to implement the decisions made at the Annual Meeting.

Key Dates

Keywords

Annual Meeting, Executive Compensation, Board of Directors, Koppers Holdings, Proxy Statement, Shareholders, Directors